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6.4 Waiver of Speculative, Consequential, or Punitive Damages. Notwithstanding
<br />anything to the contrary contained in this Agreement, in no event shall either Party be liable for
<br />speculative, consequential, punitive or other indirect damages, and each Party waives any right
<br />to collect speculative, consequential, punitive or other indirect damages against the other Party.
<br />Developer acknowledges the protections of Civil Code Section 1542 relative to this waiver and
<br />release, which section reads as follows:
<br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
<br />CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
<br />SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
<br />EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
<br />HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
<br />SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
<br />BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES
<br />THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS
<br />AND RELEASES OF THIS SECTION.
<br />DEVELOPER'S INITIALS
<br />6.5 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br />Developer, which shall not be unreasonably withheld, conditioned or delayed and which may
<br />be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless
<br />City and its respective officers, officials, agents, employees, representatives, and volunteers
<br />(collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising
<br />from any claims, demands, or causes of action arising from or related to this Agreement,
<br />including the approval thereof, except to the extent caused by the active negligence or willful
<br />misconduct of Indemnitees.
<br />7. ASSIGNMENT: COVENANTS RUN WITH THE LAND
<br />7.1 Assignment by Developer.
<br />7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or
<br />assign the Property or Project in whole or in part, or transfer or assign Developer's rights and
<br />obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies
<br />with this Section 7. If Developer seeks to sell, transfer or assign the Property or Project, or any
<br />rights and obligations in this Agreement, Developer shall request City's written consent, and City
<br />shall respond within thirty (30) days with a written approval or denial, which City may determine
<br />in its sole and absolute discretion. If City approves such a request, then prior to any such sale,
<br />transfer or assignment, Developer shall pay City's reasonable fees as compensation for the City's
<br />review of the request. City's failure to respond to the request within thirty (30) days shall be
<br />deemed an approval.
<br />7.1.2 Sale of Property. Developer agrees and declares that the Property and the
<br />Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated,
<br />sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
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